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FORM 10-Q
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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GOODRICH PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
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76-0466193
(I.R.S. Employer
Identification No.)
|
801 Louisiana, Suite 700
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code): (713) 780-9494
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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(Do not check if a smaller reporting company)
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Emerging growth company
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☐
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Page
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PART I
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||
ITEM 1
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||
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ITEM 2
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ITEM 3
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ITEM 4
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PART II
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ITEM 1
|
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ITEM 1A
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ITEM 6
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March 31, 2017
|
|
December 31, 2016
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||||
ASSETS
|
(Unaudited)
|
|
|
|
|||
CURRENT ASSETS:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
37,949
|
|
|
$
|
36,850
|
|
Accounts receivable, trade and other, net of allowance
|
260
|
|
|
1,998
|
|
||
Accrued oil and natural gas revenue
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3,841
|
|
|
3,142
|
|
||
Inventory
|
4,008
|
|
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4,125
|
|
||
Prepaid expenses and other
|
374
|
|
|
755
|
|
||
Total current assets
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46,432
|
|
|
46,870
|
|
||
PROPERTY AND EQUIPMENT:
|
|
|
|
|
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||
Unevaluated properties
|
13,367
|
|
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24,206
|
|
||
Oil and natural gas properties (full cost method)
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78,047
|
|
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60,936
|
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||
Furniture, fixtures and equipment
|
986
|
|
|
984
|
|
||
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92,400
|
|
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86,126
|
|
||
Less: Accumulated depletion, depreciation and amortization
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(6,245
|
)
|
|
(4,006
|
)
|
||
Net property and equipment
|
86,155
|
|
|
82,120
|
|
||
Other
|
723
|
|
|
322
|
|
||
TOTAL ASSETS
|
$
|
133,310
|
|
|
$
|
129,312
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
||
Accounts payable
|
$
|
16,256
|
|
|
$
|
14,392
|
|
Accrued liabilities
|
8,094
|
|
|
3,882
|
|
||
Fair value of commodity derivatives
|
804
|
|
|
—
|
|
||
Total current liabilities
|
25,154
|
|
|
18,274
|
|
||
Long term debt, net
|
49,132
|
|
|
47,205
|
|
||
Accrued abandonment cost
|
3,023
|
|
|
2,933
|
|
||
Total liabilities
|
77,309
|
|
|
68,412
|
|
||
Commitments and contingencies (See Note 7)
|
|
|
|
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STOCKHOLDERS’ EQUITY:
|
|
|
|
|
|
||
Common stock: $0.01 par value, 75,000,000 shares authorized, and 9,108,826 shares issued and outstanding
|
91
|
|
|
91
|
|
||
Additional paid in capital
|
65,942
|
|
|
65,116
|
|
||
Accumulated deficit
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(10,032
|
)
|
|
(4,307
|
)
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||
Total stockholders’ equity
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56,001
|
|
|
60,900
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
133,310
|
|
|
$
|
129,312
|
|
|
Successor
|
|
Predecessor
|
||||
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||
|
2017
|
|
2016
|
||||
REVENUES:
|
|
|
|
|
|
||
Oil and natural gas revenues
|
$
|
9,411
|
|
|
$
|
6,464
|
|
Other
|
2
|
|
|
(219
|
)
|
||
|
9,413
|
|
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6,245
|
|
||
OPERATING EXPENSES:
|
|
|
|
|
|
||
Lease operating expense
|
4,311
|
|
|
2,336
|
|
||
Production and other taxes
|
659
|
|
|
739
|
|
||
Transportation and processing
|
1,176
|
|
|
431
|
|
||
Depreciation, depletion and amortization
|
2,294
|
|
|
3,145
|
|
||
Exploration
|
—
|
|
|
197
|
|
||
General and administrative
|
4,463
|
|
|
6,364
|
|
||
Gain on sale of assets
|
—
|
|
|
(837
|
)
|
||
|
12,903
|
|
|
12,375
|
|
||
Operating loss
|
(3,490
|
)
|
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(6,130
|
)
|
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OTHER INCOME (EXPENSE):
|
|
|
|
|
|
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Interest expense
|
(2,179
|
)
|
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(8,313
|
)
|
||
Interest income and other
|
9
|
|
|
—
|
|
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(Loss)/gain on derivatives not designated as hedges
|
(260
|
)
|
|
24
|
|
||
|
(2,430
|
)
|
|
(8,289
|
)
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||
|
|
|
|
||||
Restructuring
|
—
|
|
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(4,314
|
)
|
||
Reorganization items, net
|
195
|
|
|
—
|
|
||
|
|
|
|
||||
Loss before income taxes
|
(5,725
|
)
|
|
(18,733
|
)
|
||
Income tax benefit
|
—
|
|
|
—
|
|
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Net loss
|
(5,725
|
)
|
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(18,733
|
)
|
||
Preferred stock, net
|
—
|
|
|
1,004
|
|
||
Net loss applicable to common stock
|
$
|
(5,725
|
)
|
|
$
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(19,737
|
)
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PER COMMON SHARE
|
|
|
|
|
|
||
Net loss applicable to common stock - basic
|
$
|
(0.63
|
)
|
|
$
|
(0.26
|
)
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Net loss applicable to common stock - diluted
|
$
|
(0.63
|
)
|
|
$
|
(0.26
|
)
|
Weighted average common shares outstanding - basic
|
9,109
|
|
|
74,521
|
|
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Weighted average common shares outstanding - diluted
|
9,109
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|
|
74,521
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|
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Successor
|
|
Predecessor
|
||||
|
Three Months Ended March 31,
|
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Three Months Ended March 31,
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||||
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2017
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
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Net loss
|
$
|
(5,725
|
)
|
|
$
|
(18,733
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
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Depletion, depreciation and amortization
|
2,294
|
|
|
3,145
|
|
||
Loss/(gain) on commodity derivatives not designated as hedges
|
260
|
|
|
(24
|
)
|
||
Net cash received in settlement of commodity derivative instruments
|
142
|
|
|
—
|
|
||
Amortization of leasehold costs
|
—
|
|
|
24
|
|
||
Share based compensation (non-cash)
|
1,008
|
|
|
1,070
|
|
||
Bonus share based compensation (non-cash)
|
720
|
|
|
—
|
|
||
Gain on sale of assets
|
—
|
|
|
(837
|
)
|
||
Embedded derivative
|
—
|
|
|
(3,845
|
)
|
||
Amortization of finance cost, debt discount, paid in-kind interest and accretion
|
1,927
|
|
|
4,329
|
|
||
Materials inventory write-down
|
—
|
|
|
156
|
|
||
Reorganization items, net
|
(181
|
)
|
|
—
|
|
||
Change in assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable, trade and other, net of allowance
|
1,738
|
|
|
892
|
|
||
Accrued oil and natural gas revenue
|
(699
|
)
|
|
419
|
|
||
Inventory
|
—
|
|
|
(512
|
)
|
||
Prepaid expenses and other
|
88
|
|
|
735
|
|
||
Accounts payable
|
1,864
|
|
|
(3,867
|
)
|
||
Accrued liabilities
|
1,229
|
|
|
6,560
|
|
||
Net cash provided by (used in) operating activities
|
4,665
|
|
|
(10,488
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Capital expenditures
|
(3,384
|
)
|
|
(1,006
|
)
|
||
Proceeds from sale of assets
|
—
|
|
|
289
|
|
||
Net cash used in investing activities
|
(3,384
|
)
|
|
(717
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from bank borrowings
|
—
|
|
|
13,000
|
|
||
Payments related to Convertible Second Lien Notes
|
(36
|
)
|
|
—
|
|
||
Note conversions
|
—
|
|
|
(804
|
)
|
||
Registration costs
|
(146
|
)
|
|
(88
|
)
|
||
Other
|
—
|
|
|
(5
|
)
|
||
Net cash (used in) provided by financing activities
|
(182
|
)
|
|
12,103
|
|
||
INCREASE IN CASH AND CASH EQUIVALENTS
|
1,099
|
|
|
898
|
|
||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
36,850
|
|
|
11,782
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
37,949
|
|
|
$
|
12,680
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for Interest
|
$
|
309
|
|
|
$
|
451
|
|
(In thousands)
|
March 31, 2017
|
December 31, 2016
|
||||
Trade payables
|
$
|
4,522
|
|
$
|
2,004
|
|
Revenue payable
|
11,101
|
|
11,296
|
|
||
Prepayments from partners
|
496
|
|
965
|
|
||
Miscellaneous payables
|
137
|
|
127
|
|
||
Total accounts payable
|
$
|
16,256
|
|
$
|
14,392
|
|
•
|
Level 1 Inputs— unadjusted quoted market prices in active markets for identical assets or liabilities. We have no Level 1 instruments;
|
•
|
Level 2 Inputs— quotes which are derived principally from or corroborated by observable market data. Included in this Level are our Exit Credit Facility and commodity derivatives whose fair values are based on third-party quotes or available interest rate information and commodity pricing data obtained from third party pricing sources and our creditworthiness or that of our counterparties; and
|
•
|
Level 3 Inputs— unobservable inputs for the asset or liability, such as discounted cash flow models or valuations, based on our various assumptions and future commodity prices. Included in this Level would be acquisitions and impairments of oil and natural gas properties, if any, and our asset retirement obligations.
|
|
March 31, 2017
|
||
Beginning balance at December 31, 2016
|
$
|
2,933
|
|
Liabilities incurred
|
35
|
|
|
Accretion expense
|
55
|
|
|
Ending balance at March 31, 2017
|
$
|
3,023
|
|
Current liability
|
$
|
—
|
|
Long term liability
|
$
|
3,023
|
|
|
|
March 31, 2017
|
December 31, 2016
|
|||||||||||||
|
|
Principal
|
|
Carrying
Amount |
|
Principal
|
|
Carrying
Amount |
||||||||
Exit Credit Facility
|
|
$
|
16,651
|
|
|
$
|
16,651
|
|
|
$
|
16,651
|
|
|
$
|
16,651
|
|
13.50% Convertible Second Lien Senior Secured Notes due 2019
(1)
|
|
42,559
|
|
|
32,481
|
|
|
41,170
|
|
|
30,554
|
|
||||
Total debt
|
|
$
|
59,210
|
|
|
$
|
49,132
|
|
|
$
|
57,821
|
|
|
$
|
47,205
|
|
|
Successor
|
|
Predecessor
|
||||||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||||||||
|
Interest Expense
|
|
Effective Interest Rate
|
|
Interest Expense
|
|
Effective Interest Rate
|
||||||
Successor Exit Credit Facility
|
$
|
252
|
|
|
6.1
|
%
|
|
$
|
—
|
|
|
—
|
%
|
13.50% Convertible Second Lien Senior Secured Notes due 2019 (1)
|
1,927
|
|
|
24.2
|
%
|
|
—
|
|
|
—
|
%
|
||
Predecessor Senior Credit Facility
|
—
|
|
|
—
|
%
|
|
870
|
|
|
7.2
|
%
|
||
8.0% Second Lien Senior Secured Notes due 2018 **
|
—
|
|
|
—
|
%
|
|
1,109
|
|
|
18.7
|
%
|
||
8.875% Senior Notes due 2019
|
—
|
|
|
—
|
%
|
|
2,688
|
|
|
9.1
|
%
|
||
3.25% Convertible Senior Notes due 2026
|
—
|
|
|
—
|
%
|
|
3
|
|
|
3.3
|
%
|
||
5.0% Convertible Senior Notes due 2029
|
—
|
|
|
—
|
%
|
|
84
|
|
|
5.0
|
%
|
||
5.0% Convertible Senior Notes due 2032
|
—
|
|
|
—
|
%
|
|
2,053
|
|
|
8.4
|
%
|
||
5.0% Convertible Exchange Senior Notes due 2032
|
—
|
|
|
—
|
%
|
|
1,484
|
|
|
*
|
|
||
Other
|
—
|
|
|
—
|
%
|
|
22
|
|
|
*
|
|
||
Total debt
|
$
|
2,179
|
|
|
|
|
$
|
8,313
|
|
|
|
|
|
Successor
|
|
Predecessor
|
||||
|
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||
|
|
2017
|
|
2016
|
||||
|
|
(Amounts in thousands, except per share data)
|
||||||
Basic and Diluted loss per share:
|
|
|
|
|
|
|
||
Net loss applicable to common stock
|
|
$
|
(5,725
|
)
|
|
$
|
(19,737
|
)
|
Weighted average shares of common stock outstanding
|
|
9,109
|
|
|
74,521
|
|
||
Basic and Diluted loss per share (1) (2) (3) (4)
|
|
$
|
(0.63
|
)
|
|
$
|
(0.26
|
)
|
(1) Common shares issuable upon assumed conversion of convertible preferred stock or dividends paid were not presented as they would have been anti-dilutive.
|
|
—
|
|
|
16,878
|
|
||
(2) Common shares issuable upon assumed conversion of the 2026 Notes, 2029 Notes, 2032 Exchange Notes and 2032 Notes or interest paid were not presented as they would have been anti-dilutive.
|
|
—
|
|
|
5,910
|
|
||
(3) Common shares issuable on assumed conversion of restricted stock were not included in the computation of diluted loss per common share since their inclusion would have been anti-dilutive.
|
|
288
|
|
|
13,949
|
|
||
(4) Common shares issuable on the 13.50% Convertible Second Lien Senior Secured Notes due 2019, associated warrants and unsecured claim holders were not included in the computation of diluted loss per common share since their inclusion would have been anti-dilutive.
|
|
5,664
|
|
|
—
|
|
|
|
Successor
|
|
Predecessor
|
||||
|
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||
Oil and Natural Gas Derivatives (in thousands)
|
|
2017
|
|
2016
|
||||
Gain on commodity derivatives not designated as hedges, settled
|
|
$
|
142
|
|
|
$
|
—
|
|
Gain (loss) on commodity derivatives not designated as hedges, not settled
|
|
(402
|
)
|
|
24
|
|
||
Total gain (loss) on commodity derivatives not designated as hedges
|
|
$
|
(260
|
)
|
|
$
|
24
|
|
Contract Type
|
|
Daily Volume (MMBtu)
|
|
Total Volume (MMBtu)
|
|
Fixed Price
|
|
Fair Value at March 31, 2017 (In thousands)
|
||||||
Natural Gas Swaps
|
|
|
|
|
|
|
|
|
||||||
2017
|
|
6,000
|
|
|
1,470,000
|
|
|
$
|
3.20
|
|
|
$
|
(182
|
)
|
2018
|
|
12,000
|
|
|
4,380,000
|
|
|
$3.00 - $3.015
|
|
|
$
|
(79
|
)
|
|
Natural Gas Costless Collars
|
|
|
|
|
|
|
|
|
||||||
2017
|
|
12,000
|
|
|
3,300,000
|
|
|
$3.00 - $3.60
|
|
|
$
|
(141
|
)
|
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Current Assets Commodity Derivatives
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-current Assets Commodity Derivatives
|
|
—
|
|
|
402
|
|
|
—
|
|
|
402
|
|
||||
Current Liabilities Commodity Derivatives
|
|
—
|
|
|
(804
|
)
|
|
—
|
|
|
(804
|
)
|
||||
Non-current Liabilities Commodity Derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
(402
|
)
|
|
$
|
—
|
|
|
$
|
(402
|
)
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
Fair Value of Oil and Natural Gas Derivatives
(in thousands)
|
|
Gross
Amount |
|
Amount
Offset |
|
As
Presented |
|
Gross
Amount |
|
Amount
Offset |
|
As
Presented |
||||||||||||
Current Assets Commodity Derivatives
|
|
$
|
336
|
|
|
$
|
(336
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fair Value of Commodity Derivatives - Other Non-current Assets
|
|
413
|
|
|
(11
|
)
|
|
402
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair Value of Commodity Derivatives - Current Liability
|
|
(1,140
|
)
|
|
336
|
|
|
(804
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-current Liabilities Commodity Derivatives
|
|
(11
|
)
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
(402
|
)
|
|
$
|
—
|
|
|
$
|
(402
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
the market prices of oil and natural gas;
|
•
|
volatility in the commodity-futures market;
|
•
|
financial market conditions and availability of capital;
|
•
|
future cash flows, credit availability and borrowings;
|
•
|
sources of funding for exploration and development;
|
•
|
our financial condition;
|
•
|
our ability to repay our debt;
|
•
|
the securities, capital or credit markets;
|
•
|
planned capital expenditures;
|
•
|
future drilling activity;
|
•
|
uncertainties about the estimated quantities of our oil and natural gas reserves;
|
•
|
production;
|
•
|
hedging arrangements;
|
•
|
litigation matters;
|
•
|
pursuit of potential future acquisition opportunities;
|
•
|
general economic conditions, either nationally or in the jurisdictions in which we are doing business;
|
•
|
legislative or regulatory changes, including retroactive royalty or production tax regimes, hydraulic-fracturing regulation, drilling and permitting regulations, derivatives reform, changes in state and federal corporate taxes, environmental regulation, environmental risks and liability under federal, state and foreign laws, and local environmental laws and regulations;
|
•
|
the impact of restrictive covenants in our debt agreements;
|
•
|
the creditworthiness of our financial counterparties and operation partners;
|
•
|
failure to satisfy our short- or long-term liquidity needs, including our inability to generate sufficient cash flow from operations or to obtain adequate financing to fund our capital expenditures and meet working capital needs; and
|
•
|
other factors discussed below and elsewhere in this Quarterly Report on Form 10-Q and in our other public filings, press releases and discussions with our management.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
Successor
|
|
Predecessor
|
|
|
|||||||||
(In thousands, except for price data)
|
2017
|
|
2016
|
|
Variance
|
|||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Natural gas
|
$
|
5,301
|
|
|
$
|
1,567
|
|
|
$
|
3,734
|
|
|
238
|
%
|
Oil and condensate
|
4,110
|
|
|
4,897
|
|
|
(787
|
)
|
|
(16
|
)%
|
|||
Natural gas, oil and condensate
|
9,411
|
|
|
6,464
|
|
|
2,947
|
|
|
46
|
%
|
|||
Net Production:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Natural gas (MMcf)
|
1,833
|
|
|
1,571
|
|
|
262
|
|
|
17
|
%
|
|||
Oil and condensate (MBbls)
|
82
|
|
|
154
|
|
|
(72
|
)
|
|
(47
|
)%
|
|||
Total (Mmcfe)
|
2,324
|
|
|
2,494
|
|
|
(170
|
)
|
|
(7
|
)%
|
|||
Average daily production (Mcfe/d)
|
25,822
|
|
|
27,403
|
|
|
(1,581
|
)
|
|
(6
|
)%
|
|||
Average realized sales price per unit:
|
|
|
|
|
|
|
|
|||||||
Natural gas (per Mcf)
|
$
|
2.89
|
|
|
$
|
1.00
|
|
|
$
|
1.89
|
|
|
189
|
%
|
Natural gas (per Mcf) including cash settled derivatives
|
$
|
2.97
|
|
|
$
|
1.00
|
|
|
$
|
1.97
|
|
|
197
|
%
|
Oil and condensate (per Bbl)
|
$
|
50.12
|
|
|
$
|
31.84
|
|
|
$
|
18.28
|
|
|
57
|
%
|
Average realized price (per Mcfe)
|
$
|
4.05
|
|
|
$
|
2.59
|
|
|
$
|
1.46
|
|
|
56
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||
|
Successor
|
|
Predecessor
|
|
|
|||||||||
Operating Expenses (in thousands)
|
2017
|
|
2016
|
|
Variance
|
|||||||||
Lease operating expenses
|
$
|
4,311
|
|
|
$
|
2,336
|
|
|
$
|
1,975
|
|
|
85
|
%
|
Production and other taxes
|
659
|
|
|
739
|
|
|
(80
|
)
|
|
(11
|
)%
|
|||
Transportation and processing
|
1,176
|
|
|
431
|
|
|
*
|
|
|
*
|
|
|||
Exploration
|
—
|
|
|
197
|
|
|
*
|
|
|
*
|
|
|||
Operating Expenses per Mcfe
|
|
|
|
|
|
|
|
|||||||
Lease operating expenses
|
$
|
1.86
|
|
|
$
|
0.94
|
|
|
$
|
0.92
|
|
|
98
|
%
|
Production and other taxes
|
0.28
|
|
|
0.30
|
|
|
(0.02
|
)
|
|
(7
|
)%
|
|||
Transportation and processing
|
0.51
|
|
|
0.17
|
|
|
*
|
|
|
*
|
|
|||
Exploration
|
—
|
|
|
0.08
|
|
|
*
|
|
|
*
|
|
|
Three Months Ended March 31,
|
||||||||||
|
Successor
|
|
Predecessor
|
|
|
||||||
Operating Expenses (in thousands)
|
2017
|
|
2016
|
|
Variance
|
||||||
Depreciation, depletion and amortization
|
$
|
2,294
|
|
|
$
|
3,145
|
|
|
*
|
|
*
|
General and administrative
|
4,463
|
|
|
6,364
|
|
|
*
|
|
*
|
||
Operating Expenses per Mcfe
|
|
|
|
|
|
|
|
||||
Depreciation, depletion and amortization
|
$
|
0.99
|
|
|
$
|
1.26
|
|
|
*
|
|
*
|
General and administrative
|
1.92
|
|
|
2.55
|
|
|
*
|
|
*
|
|
|
Three Months Ended March 31,
|
||||||
Other income (expense) (in thousands):
|
|
Successor
|
|
Predecessor
|
||||
|
|
2017
|
|
2016
|
||||
Interest expense
|
|
$
|
(2,179
|
)
|
|
$
|
(8,313
|
)
|
Gain (loss) on commodity derivatives not designated as hedges
|
|
(260
|
)
|
|
24
|
|
||
|
|
|
|
|
||||
Average funded borrowings adjusted for debt discount and accretion
|
|
$
|
49,132
|
|
|
$
|
431,901
|
|
Average funded borrowings
|
|
$
|
59,210
|
|
|
$
|
434,196
|
|
|
|
Three Months Ended March 31,
|
||||||
Adjusted EBITDA/EBITDAX (in thousands)
|
|
Successor
|
|
Predecessor
|
||||
|
|
2017
|
|
2016
|
||||
Net loss (US GAAP)
|
|
$
|
(5,725
|
)
|
|
$
|
(18,733
|
)
|
Exploration expense
|
|
—
|
|
|
197
|
|
||
Interest expense
|
|
2,179
|
|
|
8,313
|
|
||
Depreciation, depletion and amortization
|
|
2,294
|
|
|
3,145
|
|
||
Share based compensation expense
|
|
1,728
|
|
|
1,070
|
|
||
(Gain) loss on commodity derivatives not designated as hedges
|
|
260
|
|
|
(24
|
)
|
||
Net cash received in settlement of derivative instruments
|
|
142
|
|
|
—
|
|
||
Other items (1)
|
|
(204
|
)
|
|
3,633
|
|
||
Adjusted EBITDA/EBITDAX
|
|
$
|
674
|
|
|
$
|
(2,399
|
)
|
(1)
|
Other items include interest income, gain on sale of assets, restructuring, reorganization and other expense.
|
•
|
sale of non-core assets;
|
•
|
joint venture partnerships in our TMS, Eagle Ford Shale Trend, and/or core Haynesville Shale Trend acreage;
|
•
|
entering into a replacement bank credit facility; and
|
•
|
issuance of debt or equity securities.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
Successor
|
|
Predecessor
|
||||
|
|
2017
|
|
2016
|
||||
Cash flow statement information:
|
|
|
|
|
|
|
||
Net cash:
|
|
|
|
|
|
|
||
Provided by (used in) operating activities
|
|
$
|
4,665
|
|
|
$
|
(10,488
|
)
|
Used in investing activities
|
|
(3,384
|
)
|
|
(717
|
)
|
||
(Used in) provided by financing activities
|
|
(182
|
)
|
|
12,103
|
|
||
Increase in cash and cash equivalents
|
|
$
|
1,099
|
|
|
$
|
898
|
|
|
|
March 31, 2017
|
December 31, 2016
|
|||||||||||||
|
|
Principal
|
|
Carrying
Amount |
|
Principal
|
|
Carrying
Amount |
||||||||
Exit Credit Facility
|
|
$
|
16,651
|
|
|
$
|
16,651
|
|
|
$
|
16,651
|
|
|
$
|
16,651
|
|
13.50% Convertible Second Lien Senior Secured Notes due 2019
(1)
|
|
42,559
|
|
|
32,481
|
|
|
41,170
|
|
|
30,554
|
|
||||
Total debt
|
|
$
|
59,210
|
|
|
$
|
49,132
|
|
|
$
|
57,821
|
|
|
$
|
47,205
|
|
3.1
|
Second Amended and Restated Certificate of Incorporation of Goodrich Petroleum Corporation, dated October 12, 2016, (Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 (File No. 333-214080) filed on October 12, 2016).
|
3.2
|
Second Amended and Restated Bylaws of Goodrich Petroleum Corporation, dated October 12, 2016, (Incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-8 (File No. 333-214080) filed on October 12, 2016).
|
10.1*
|
First Amendment and Consent to Exit Credit Agreement dated as of December 22, 2016 among Goodrich Petroleum Corporation, as Parent Guarantor, Goodrich Petroleum Company, L.L.C., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto.
|
10.2*
|
Second Amendment to Exit Credit Agreement dated as of March 31, 2017 among Goodrich Petroleum Corporation, as Parent Guarantor, Goodrich Petroleum Company, L.L.C., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto.
|
31.1*
|
Certification by Chief Executive Officer Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification by Chief Financial Officer Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2**
|
Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Schema Document
|
101.CAL*
|
XBRL Calculation Linkbase Document
|
101.LAB*
|
XBRL Labels Linkbase Document
|
101.PRE*
|
XBRL Presentation Linkbase Document
|
101.DEF*
|
XBRL Definition Linkbase Document
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
|
GOODRICH PETROLEUM CORPORATION
(Registrant)
|
|
|
|
|
Date: May 9, 2017
|
By:
|
/S/ Walter G. Goodrich
|
|
|
Walter G. Goodrich
|
|
|
Chairman & Chief Executive Officer
|
|
|
|
Date: May 9, 2017
|
By:
|
/S/ Robert T. Barker
|
|
|
Robert T. Barker
|
|
|
Vice President, Controller, Chief Accounting Officer and Chief Financial Officer
|
Name:
|
Michael J. Killelea
|
Title:
|
Executive Vice President, General Counsel and Corporate Secretary
|
Name:
|
Michael J. Killelea
|
Title:
|
Executive Vice President, General Counsel and Corporate Secretary
|
ADMINISTRATIVE AGENT
:
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
|
LENDER
:
|
BANK OF MONTREAL, as a Lender
|
LENDER
:
|
COMPASS BANK, as a Lender
|
LENDER
:
|
JPMORGAN CHASE. BANK, N.A., as a Lender
|
LENDER
:
|
BANK OF AMERICA, N.A., as a Lender
|
LENDER
:
|
ROYAL BANK OF CANADA, as a Lender
|
LENDER
:
|
THE BANK OF NOVA SCOTIA, as a Lender
|
Name:
|
Michael J. Killelea
|
Name:
|
Michael J. Killelea
|
ADMINISTRATIVE AGENT
:
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
|
LENDER
:
|
BANK OF MONTREAL, as a Lender
|
LENDER
:
|
COMPASS BANK, as a Lender
|
LENDER
:
|
JPMORGAN CHASE. BANK, N.A., as a Lender
|
LENDER
:
|
BANK OF AMERICA, N.A., as a Lender
|
LENDER
:
|
ROYAL BANK OF CANADA, as a Lender
|
LENDER
:
|
THE BANK OF NOVA SCOTIA, as a Lender
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Goodrich Petroleum Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e), and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f), and 15d-15(f)), for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Walter G. Goodrich
|
Walter G. Goodrich
|
Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Goodrich Petroleum Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e), and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f), and 15d-15(f)), for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Robert T. Barker
|
Robert T. Barker
|
Vice President, Controller, Chief Accounting Officer and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Walter G. Goodrich
|
Walter G. Goodrich
|
Chief Executive Officer
|
May 9, 2017
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Robert T. Barker
|
Robert T. Barker
|
Vice President, Controller, Chief Accounting Officer and Chief Financial Officer
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May 9, 2017
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